<Page>
EXHIBIT 10.30
DIGITALNET, INC.,
as Issuer
DIGITALNET HOLDINGS, INC.
DIGITALNET GOVERNMENT SOLUTIONS, LLC
as Guarantors
$125,000,000
9.0% Senior Notes due 2010
PURCHASE AGREEMENT
dated June 27, 2003
BANC OF AMERICA SECURITIES LLC
JEFFERIES/QUARTERDECK, LLC
JEFFERIES & COMPANY, INC.
<Page>
PURCHASE AGREEMENT
June 27, 2003
BANC OF AMERICA SECURITIES LLC
JEFFERIES/QUARTERDECK, LLC
JEFFERIES & COMPANY, INC.
As Initial Purchasers
c/o Banc of America Securities LLC
600 Montgomery Street
San Francisco, California 94111
Ladies and Gentlemen:
INTRODUCTORY. DigitalNet, Inc., a Delaware corporation (the "Company"),
proposes to issue and sell to the several Initial Purchasers named in Schedule A
(the "Initial Purchasers"), acting severally and not jointly, the respective
amounts set forth in such Schedule A of $125,000,000 aggregate principal amount
of the Company's 9.0% Senior Notes due 2010 (the "Notes"). Banc of America
Securities LLC has agreed to act as the representative of the several Initial
Purchasers in connection with the offering and sale of the Notes.
The Notes will be issued pursuant to an indenture, to be dated as of July
3, 2003 (the "Indenture"), between the Company, DigitalNet Holdings (as defined
below), the Subsidiary Guarantor (as defined below) and Wells Fargo Bank
Minnesota, National Association, as trustee (the "Trustee"). Notes issued in
book-entry form will be issued in the name of Cede & Co., as nominee of The
Depository Trust Company (the "Depositary") pursuant to a DTC Agreement, to be
dated as of the Closing Date (as defined in Section 2) (the "DTC Agreement"),
among the Company, the Trustee and the Depositary.
The holders of the Notes will be entitled to the benefits of a registration
rights agreement, to be dated as of July 3, 2003 (the "Registration Rights
Agreement"), among the Company, DigitalNet Holdings, the Subsidiary Guarantor
and the Initial Purchasers, pursuant to which the Company will agree to file,
within 45 days of the Closing Date, a registration statement with the Commission
(as defined below) registering the Exchange Securities under the Securities Act
(as defined below).
The payment of principal, premium and Liquidated Damages (as defined in the
Indenture), if any, and interest on the Notes and the Exchange Notes (as defined
below) will be fully and unconditionally guaranteed on an unsubordinated,
unsecured basis, jointly and severally by each of (i) DigitalNet Holdings, Inc.,
a Delaware corporation and the direct parent corporation of the Company
("DigitalNet Holdings"), (ii) DigitalNet Government Solutions, LLC, a Delaware
limited liability company and a wholly owned subsidiary of the Company ("DGS" or
the "Subsidiary Guarantor"), and (iv) any subsidiary of the Company formed or
acquired after the Closing Date that executes an additional guarantee in
accordance with the
<Page>
terms of the Indenture, and their respective successors and assigns (together
with DigitalNet Holdings and DGS, the "Guarantors"), pursuant to their
guarantees (the "Guarantees"). The Notes and the Guarantees attached thereto are
herein collectively referred to as the "Securities"; and the Exchange Notes and
the Guarantees attached thereto are herein collectively referred to as the
"Exchange Securities".
The Securities are being issued as part of a series of related
transactions. These concurrent transactions include the establishment of a
$50,000,000 senior credit facility (the "New Credit Facility") provided to the
Company by a syndicate of lenders led by Bank of America, N.A., the repayment of
outstanding debt under the Credit Agreement dated as of November 26, 2002 among
the Company, DigitalNet Holdings, Banc of America, N.A., as Administrative
Agent, Swingline Lender and L/C Issuer, Madison Capital Funding LLC, as
Syndication Agent, Merrill Lynch Capital, a division of Merrill Lynch Business
Financial Services Inc., as Documentation Agent and the other lenders party
thereto (the "Existing Credit Facility") and the repayment of outstanding debt
under the Bridge Loan Agreement dated as of November 26, 2002 by and among the
Company, DigitalNet Holdings, Banc of America Mezzanine Capital LLC and the
other lenders party thereto (the "Bridge Loan").
DigitalNet Holdings, the Company and the Subsidiary Guarantor understand
that the Initial Purchasers propose to make an offering of the Securities on the
terms and in the manner set forth herein and in the Offering Memorandum (as
defined below) and agree that the Initial Purchasers may resell, subject to the
conditions set forth herein, all or a portion of the Securities to purchasers
(the "Subsequent Purchasers") at any time after the date of this Agreement. The
Securities are to be offered and sold to or through the Initial Purchasers
without being registered with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act," which term, as used herein, includes the rules and regulations of the
Commission promulgated thereunder), in reliance upon exemptions therefrom. The
terms of the Securities and the Indenture will require that investors that
acquire Securities expressly agree that Securities may only be resold or
otherwise transferred, after the date hereof, if such Securities are registered
for sale under the Securities Act or if an exemption from the registration
requirements of the Securities Act is available (including the exemptions
afforded by Rule 144A ("Rule 144A") or Regulation S ("Regulation S")
thereunder).
The Company has prepared and delivered to each Initial Purchaser copies of
a Preliminary Offering Memorandum, dated June 17, 2003 (the "Preliminary
Offering Memorandum"), and has prepared and will deliver to each Initial
Purchaser, copies of the Offering Memorandum, dated June 27, 2003, describing
the terms of the Securities, each for use by such Initial Purchaser in
connection with its solicitation of offers to purchase the Securities. As used
herein, the "Offering Memorandum" shall mean, with respect to any date or time
referred to in this Agreement, the Company's Offering Memorandum, dated June 27,
2003, including amendments or supplements thereto, any exhibits thereto, in the
most recent form that has been prepared and delivered by the Company to the
Initial Purchasers in connection with their solicitation of offers to purchase
Securities. Further, any reference to the Preliminary Offering Memorandum or the
Offering Memorandum shall be deemed to refer to and include any Additional
Issuer Information (as defined in Section 3) furnished by the Company prior to
the completion of the distribution of the Securities.
<Page>
Each of DigitalNet Holdings, the Company and the Subsidiary Guarantor
hereby confirms its agreements with the Initial Purchasers as follows:
SECTION 1. REPRESENTATIONS AND WARRANTIES. DigitalNet Holdings, the Company
and the Subsidiary Guarantor hereby jointly and severally represent, warrant and
covenant to each Initial Purchaser as follows:
(a) NO REGISTRATION REQUIRED. Subject to compliance by the Initial
Purchasers with the representations and warranties set forth in Section 2 hereof
and with the procedures set forth in Section 7 hereof, it is not necessary in
connection with the offer, sale and delivery of the Securities to the Initial
Purchasers and to each Subsequent Purchaser in the manner contemplated by this
Agreement and the Offering Memorandum to register the Securities under the
Securities Act or, until such time as the Exchange Securities are issued
pursuant to an effective registration statement, to qualify the Indenture under
the Trust Indenture Act of 1939 (the "Trust Indenture Act," which term, as used
herein, includes the rules and regulations of the Commission promulgated
thereunder).
(b) NO INTEGRATION OF OFFERINGS OR GENERAL SOLICITATION. None of DigitalNet
Holdings, the Company, the Subsidiary Guarantor, or any of their respective
affiliates (as such term is defined in Rule 501 under the Securities Act (each,
an "Affiliate") has, directly or indirectly, solicited any offer to buy or
offered to sell, and will not, directly or indirectly, solicit any offer to buy
or offer to sell, in the United States or to any United States citizen or
resident, any security which is or would be integrated with the sale of the
Securities in a manner that would require the Securities to be registered under
the Securities Act. None of DigitalNet Holdings, the Company or the Subsidiary
Guarantor, or any of their respective Affiliates, or any person acting on its or
any of their behalf (other than the Initial Purchasers, as to whom none of
DigitalNet Holdings, the Company or the Subsidiary Guarantor makes any
representation or warranty) has engaged or will engage, in connection with the
offering of the Securities, in any form of general solicitation or general
advertising within the meaning of Rule 502 under the Securities Act. With
respect to those Securities sold in reliance upon Regulation S, (i) none of
DigitalNet Holdings, the Company or the Subsidiary Guarantor, or any of their
respective Affiliates, or any person acting on its or any of their behalf (other
than the Initial Purchasers, as to whom none of DigitalNet Holdings, the Company
or the Subsidiary Guarantor makes any representation or warranty) has engaged or
will engage in any directed selling efforts within the meaning of Regulation S
and (ii) each of DigitalNet Holdings, the Company, the Subsidiary Guarantor and
their respective Affiliates and any person acting on its or their behalf (other
than the Initial Purchasers, as to whom none of DigitalNet Holdings, the Company
or the Subsidiary Guarantor makes any representation or warranty) has complied
and will comply with the offering restrictions set forth in Regulation S.
(c) ELIGIBILITY FOR RESALE UNDER RULE 144A. The Securities are eligible for
resale pursuant to Rule 144A and will not be, at the Closing Date, of the same
class as securities listed on a national securities exchange registered under
Section 6 of the Exchange Act or quoted in a U.S. automated interdealer
quotation system.
(d) THE OFFERING MEMORANDUM. The Offering Memorandum does not, and at the
Closing Date will not, include an untrue statement of a material fact or omit to
state a material fact necessary in order to make the statements therein, in the
light of the circumstances under which
<Page>
they were made, not misleading; provided that this representation, warranty and
agreement shall not apply to statements in or omissions from the Offering
Memorandum made in reliance upon and in conformity with information furnished to
DigitalNet Holdings, the Company or the Subsidiary Guarantor in writing by any
Initial Purchaser through Banc of America Securities LLC expressly for use in
the Offering Memorandum. Each of the Preliminary Offering Memorandum and the
Offering Memorandum, as of its date, contains all the information specified in,
and meeting the requirements of, Rule 144A. None of DigitalNet Holdings, the
Company or the Subsidiary Guarantor, or any individual or entity controlled by
DigitalNet Holdings, the Company or the Subsidiary Guarantor has distributed and
will not distribute, prior to the later of the Closing Date and the completion
of the Initial Purchasers' distribution of the Securities, any offering material
in connection with the offering and sale of the Securities other than a
preliminary Offering Memorandum or the Offering Memorandum.
(e) THE PURCHASE AGREEMENT. This Agreement has been duly authorized,
executed and delivered by, and is a valid and binding agreement of, DigitalNet
Holdings, the Company and the Subsidiary Guarantor, enforceable in accordance
with its terms, except as rights to indemnification hereunder may be limited by
applicable law and except as the enforcement hereof may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
relating to or affecting the rights and remedies of creditors or by general
equitable principles.
(f) THE REGISTRATION RIGHTS AGREEMENT AND DTC AGREEMENT. At the Closing
Date, each of the Registration Rights Agreement and the DTC Agreement will be
duly authorized, executed and delivered by, and will be a valid and binding
agreement of (to the extent a party thereto), DigitalNet Holdings, the Company
and the Subsidiary Guarantor, enforceable in accordance with its terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws relating to or affecting the
rights and remedies of creditors or by general equitable principles and except
as rights to indemnification under the Registration Rights Agreement may be
limited by applicable law. Pursuant to the Registration Rights Agreement,
DigitalNet Holdings, the Company and the Subsidiary Guarantor will agree to file
with the Commission, under the circumstances set forth therein, (i) a
registration statement under the Securities Act relating to another series of
debt securities of the Company with terms substantially identical to the Notes
(the "Exchange Notes") to be offered in exchange for the Notes (the "Exchange
Offer") and (ii) to the extent required by the Registration Rights Agreement, a
shelf registration statement pursuant to Rule 415 of the Securities Act relating
to the resale by certain holders of the Notes, and in each case, to use their
commercially reasonable best efforts to cause such registration statements to be
declared effective.
(g) AUTHORIZATION OF THE SECURITIES AND THE EXCHANGE SECURITIES. The Notes
to be purchased by the Initial Purchasers from the Company are in the form
contemplated by the Indenture, have been duly authorized for issuance and sale
pursuant to this Agreement and the Indenture and, at the Closing Date, will have
been duly executed by the Company and, when authenticated in the manner provided
for in the Indenture and delivered against payment of the purchase price
therefor, will constitute valid and binding agreements of the Company,
enforceable in accordance with their terms, except as the enforcement thereof
may be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles and will be entitled to the
<Page>
benefits of the Indenture. The Exchange Notes have been duly and validly
authorized for issuance by the Company, and when issued and authenticated in
accordance with the terms of the Indenture, the Registration Rights Agreement
and the Exchange Offer, will constitute valid and binding obligations of the
Company, enforceable against the Company in accordance with their terms, except
as the enforcement thereof may be limited by bankruptcy, insolvency,
reorganization, moratorium, or similar laws relating to or affecting enforcement
of the rights and remedies of creditors or by general principles of equity and
will be entitled to the benefits of the Indenture. The Guarantees of the Notes
and the Exchange Notes are in the respective forms contemplated by the
Indenture, have been duly authorized for issuance and sale pursuant to this
Agreement and the Indenture and, at the Closing Date, will have been duly
executed by each of such Guarantors and, when the Notes have been authenticated
in the manner provided for in the Indenture and delivered against payment of the
purchase price therefor, will constitute valid and binding agreements of such
Guarantors, enforceable in accordance with their terms, except as the
enforcement thereof may be limited by bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or affecting the rights and
remedies of creditors or by general equitable principles and will be entitled to
the benefits of the Indenture.
(h) AUTHORIZATION OF THE INDENTURE. The Indenture has been duly authorized
by DigitalNet Holdings, the Company and the Subsidiary Guarantor and, at the
Closing Date, will have been duly executed and delivered by DigitalNet Holdings,
the Company and the Subsidiary Guarantor and will constitute a valid and binding
agreement of DigitalNet Holdings, the Company and the Subsidiary Guarantor,
enforceable against each in accordance with its terms, except as the enforcement
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or
other similar laws relating to or affecting the rights and remedies of creditors
or by general equitable principles.
(i) DESCRIPTION OF THE SECURITIES AND THE INDENTURE. The Notes, the
Exchange Notes, the Guarantees of the Notes and the Exchange Notes and the
Indenture will conform in all material respects to the respective statements
relating thereto contained in the Offering Memorandum.
(j) NO MATERIAL ADVERSE CHANGE. Except as otherwise disclosed in the
Offering Memorandum, subsequent to the respective dates as of which information
is given in the Offering Memorandum: (i) there has been no material adverse
change, in the condition, financial or otherwise, or in the earnings, business,
operations or prospects, whether or not arising from transactions in the
ordinary course of business, of DigitalNet Holdings and its subsidiaries,
considered as one entity (any such change is called a "Material Adverse
Change"); (ii) DigitalNet Holdings and its subsidiaries, considered as one
entity, have not incurred any material liability or obligation, indirect, direct
or contingent, other than in the ordinary course of business, nor entered into
any material transaction or agreement other than in the ordinary course of
business; and (iii) there has been no dividend or distribution of any kind
declared, paid or made by DigitalNet Holdings or, except for dividends paid to
the Company, any of its subsidiaries on any class of capital stock or repurchase
or redemption by DigitalNet Holdings or any of its subsidiaries of any class of
capital stock, but it is agreed that accrued and unpaid dividends on the Class A
Preferred Stock (as defined below) and Class B Preferred Stock (as defined
below) of DigitalNet Holdings shall not be deemed to be a dividend made by
DigitalNet Holdings or any of its subsidiaries.
<Page>
(k) INDEPENDENT ACCOUNTANTS. (i) Ernst & Young LLP, who have certified
certain financial statements of DigitalNet Holdings and its consolidated
subsidiaries and DGS and its consolidated subsidiaries and delivered their
reports with respect to the audited consolidated financial statements and
schedules included in the Offering Memorandum, are independent public
accountants with respect to DigitalNet Holdings and its consolidated
subsidiaries and DGS and its consolidated subsidiaries within the meaning of
Securities Act and the Exchange Act. (ii) PricewaterhouseCoopers LLP, who
certified certain financial statements of DGS and its consolidated subsidiaries,
were, at all times during their engagement in connection with the audit of the
financial statements of DGS and its consolidated subsidiaries for the year ended
December 31, 1999, independent public accountants within the meaning of Rule 101
of the Code of Professional Conduct of the American Institute of Certified
Public Accountants.
(l) PREPARATION OF THE FINANCIAL STATEMENTS. The historical financial
statements and schedules of DigitalNet Holdings and its consolidated
subsidiaries and DGS included in the Offering Memorandum present fairly in all
material respects the financial condition, results of operations and cash flows
of DigitalNet Holdings and DGS as of the dates and for the periods indicated,
comply as to form in all material respects with the accounting requirements of
the Securities Act and the Exchange Act and have been prepared in conformity
with generally accepted accounting principles applied on a consistent basis
throughout the periods involved (except as otherwise noted therein). The
selected financial data set forth under the caption "Selected Consolidated
Financial Data" in the Offering Memorandum present fairly in all material
respects, on the basis stated in the Offering Memorandum, the information
included therein. The pro forma consolidated statements of operations included
in the Offering Memorandum includes assumptions that provide a reasonable basis
for presenting the significant effects directly attributable to the transactions
and events described therein, the related pro forma adjustments give appropriate
effect to those assumptions, and the pro forma adjustments reflect the proper
application of those adjustments to the historical financial statement amounts
in the pro forma consolidated statements of operations included in the Offering
Memorandum. The pro forma consolidated statements of operations included in the
Offering Memorandum comply as to form in all material respects with the
accounting requirements of Regulation S-X under the Securities Act and the
Exchange Act and the pro forma adjustments have been properly applied to the
historical amounts in the compilation of those statements.
(m) ACTIVE SUBSIDIARIES. DigitalNet Holdings, the Company and DGS conduct
all of DigitalNet Holdings' business. HFS GmbH, a German GmbH (i) is not party
to any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument
necessary to the conduct of DigitalNet Holdings' business, (ii) does not possess
any licenses, certificates, permits or other authorizations necessary to the
conduct of DigitalNet Holdings' business and (iii) does not own any Intellectual
Property (as defined below).
(n) INCORPORATION AND GOOD STANDING. Each of the Company, DigitalNet
Holdings and their respective subsidiaries has been duly incorporated or
organized and is validly existing as a corporation or limited liability company
and is, other than HFS GmbH, in good standing under the laws of the jurisdiction
in which it is chartered or organized, with full corporate power, or, in the
case of DGS, limited liability company power, and authority to own or lease, as
the case may be, and to operate its properties and conduct its business as
described in the Offering
<Page>
Memorandum, and is duly qualified to do business as a foreign corporation or
limited liability company and is in good standing under the laws of each
jurisdiction which requires such qualification, except where the failure to be
so qualified would not result in a Material Adverse Change.
(o) CAPITALIZATION AND OTHER CAPITAL STOCK MATTERS. (i) DigitalNet
Holdings' authorized equity capitalization is as set forth in the Offering
Memorandum; the outstanding shares of common stock, par value $0.001 per share
(the "Common Stock"), the outstanding shares of class A preferred stock, par
value $0.01 per share (the "Class A Preferred Stock") and the outstanding shares
of class B preferred stock, par value $0.01 per share (the "Class B Preferred
Stock") have been duly and validly authorized and issued and are fully paid and
nonassessable; and, except as set forth in the Offering Memorandum, no options,
warrants or other rights to purchase, agreements or other obligations to issue,
or rights to convert any obligations into or exchange any securities for, shares
of capital stock of or ownership interests in the Company are outstanding; (ii)
all the outstanding shares of capital stock of each subsidiary of DigitalNet
Holdings that is a corporation have been duly and validly authorized and issued
and are fully paid and nonassessable; (iii) all outstanding membership interests
of each subsidiary of DigitalNet Holdings that is a limited liability company
were issued in conformity with the Delaware Limited Liability Company Act; (iv),
except as otherwise set forth in the Offering Memorandum with respect to the
pledge of substantially all of DigitalNet Holdings' assets as security under the
Existing Credit Facility and, as of the Closing Date, the New Credit Facility,
all outstanding shares of capital stock or membership interests of the Company
and DGS are owned by DigitalNet Holdings either directly or through wholly-owned
subsidiaries free and clear of any perfected security interest or any other
security interests, claims, liens or encumbrances; and (v) DigitalNet Holdings
does not own or control, directly or indirectly, any corporation, association or
other entity other than the subsidiaries listed in Schedule B hereto.
(p) NO VIOLATION OR DEFAULT. None of DigitalNet Holdings, the Company or
the Subsidiary Guarantor is in violation or default of (i) any provision of its
charter or by-laws, (ii) the terms of any indenture, contract, lease, mortgage,
deed of trust, note agreement, loan agreement or other agreement, obligation,
condition, covenant or instrument to which it is a party or bound or to which
its property is subject, or (iii) any statute, law, rule, regulation, judgment,
order or decree of any court, regulatory body, administrative agency,
governmental body, arbitrator or other authority having jurisdiction over
DigitalNet Holdings, the Company or such Subsidiary Guarantor or any of its
respective properties, as applicable, except, in the case of clauses (ii) and
(iii) above, for such violations or defaults that would not result in a Material
Adverse Change.
(q) NON-CONTRAVENTION OF EXISTING INSTRUMENTS. DigitalNet Holdings', the
Company's and the Subsidiary Guarantor's execution, delivery and performance of
this Agreement, the Registration Rights Agreement, the DTC Agreement and the
Indenture, and the issuance and delivery of the Securities or the Exchange
Securities, and consummation of the transactions contemplated hereby and thereby
and by the Offering Memorandum have been duly authorized by all necessary
corporate action and neither the execution, delivery and performance of this
Agreement, the Registration Rights Agreement, the DTC Agreement and the
Indenture, the issuance and delivery of the Securities or the Exchange
Securities, nor the consummation of any other of the transactions herein
contemplated nor the fulfillment of the terms hereof will conflict
<Page>
with, result in a breach or violation or imposition of any lien, charge or
encumbrance upon any property or assets of DigitalNet Holdings, the Company, the
Subsidiary Guarantor or any of their of their respective subsidiaries pursuant
to, (i) the charter or by-laws of DigitalNet Holdings, the Company, the
Subsidiary Guarantor or any of their respective subsidiaries, (ii) the terms of
any indenture, contract, lease, mortgage, deed of trust, note agreement, loan
agreement or other agreement, obligation, condition, covenant or instrument to
which DigitalNet Holdings, the Company, the Subsidiary Guarantor or any of their
respective subsidiaries is a party or bound or to which its or their property is
subject, or (iii) any statute, law, rule, regulation, judgment, order or decree
applicable to DigitalNet Holdings, the Company, the Subsidiary Guarantor or any
of their respective subsidiaries of any court, regulatory body, administrative
agency, governmental body, arbitrator or other authority having jurisdiction
over DigitalNet Holdings, the Company, the Subsidiary Guarantor or any of their
respective subsidiaries or any of its or their properties, except, in the case
of clauses (ii) and (iii) above, for such conflicts, breaches, violations or
impositions that would not result in a Material Adverse Change.
(r) NO FURTHER AUTHORIZATIONS OR APPROVALS REQUIRED. No consent, approval,
authorization or other order of, or registration or filing with, any court or
other governmental or regulatory authority or agency, is required for DigitalNet
Holdings', the Company's or the Subsidiary Guarantor's execution, delivery and
performance of this Agreement, the Registration Rights Agreement, the DTC
Agreement or the Indenture, or the issuance and delivery of the Securities or
the Exchange Securities, or consummation of the transactions contemplated hereby
and thereby and by the Offering Memorandum, except such as have been obtained or
made by DigitalNet Holdings, the Company and the Subsidiary Guarantor and are in
full force and effect under the Securities Act, applicable state securities or
blue sky laws and except such as may be required by federal and state securities
laws with respect to DigitalNet Holdings', the Company's and the Subsidiary
Guarantor's obligations under the Registration Rights Agreement.
(s) NO MATERIAL ACTIONS OR PROCEEDINGS. No action, suit or proceeding by or
before any court or governmental agency, authority or body or any arbitrator
involving DigitalNet Holdings, the Company, the Subsidiary Guarantor or any of
their respective subsidiaries or its or their property is pending or, to the
knowledge of DigitalNet Holdings, the Company or the Subsidiary Guarantor,
threatened that (i) could reasonably be expected to have a material adverse
effect on the performance of this Agreement or the consummation of any of the
transactions contemplated hereby or (ii) could reasonably be expected to result
in a Material Adverse Change, except as set forth in or contemplated in the
Offering Memorandum (exclusive of any supplement thereto).
(t) NO MATERIAL LABOR DISPUTES. No labor problem or dispute with the
employees of DigitalNet Holdings, the Company, the Subsidiary Guarantor or any
of their respective subsidiaries exists and none of DigitalNet Holdings, the
Company, the Subsidiary Guarantor, or any of their respective subsidiaries is
aware of any threatened or imminent labor problem or dispute with such employees
or of any existing or imminent labor disturbance by the employees of any of its
or its subsidiaries' principal suppliers, contractors or customers, that could
result in a Material Adverse Change, except as set forth in or contemplated in
the Offering Memorandum (exclusive of any supplement thereto).
(u) INTELLECTUAL PROPERTY RIGHTS. DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries own, possess, license or
have other rights to use, on
<Page>
reasonable terms and free and clear of all security interests or liens, except
as otherwise set forth in the Offering Memorandum, all patents, patent
applications, trade and service marks, trade and service mark registrations,
trade names, copyrights, licenses, inventions, trade secrets, technology,
know-how and other intellectual property necessary for the conduct of their
respective businesses as now conducted or as proposed in the Offering Memorandum
to be conducted (collectively, the "Intellectual Property"), except where the
failure to own, possess, license or otherwise have a right to use, on reasonable
terms and free and clear of all security interests or liens, any Intellectual
Property would not result in a Material Adverse Change. Except as otherwise set
forth in the Offering Memorandum:
(i) to DigitalNet Holdings', the Company's or the Subsidiary
Guarantor's knowledge, there are no rights of third parties to any
such Intellectual Property, except for licensors' rights, if any;
(ii) to DigitalNet Holdings', the Company's or the
Subsidiary Guarantor's knowledge, except as could not reasonably be
expected to result in a Material Adverse Change, DigitalNet
Holdings', the Company, the Subsidiary Guarantor and each of their
respective subsidiaries has performed all material obligations
imposed upon them under any material license, material sublicense,
material distribution agreement, or other material agreement
relating to any Intellectual Property not owned by DigitalNet
Holdings or any of its subsidiaries and is not, nor to DigitalNet
Holdings', the Company's or the Subsidiary Guarantor's knowledge is
any other party thereto, in material breach of any material terms or
default of any material terms thereunder in any respect, nor is
there any event known to DigitalNet Holdings, the Company or the
Subsidiary Guarantor that with notice or lapse of time or both would
constitute a default of any material term thereunder, and, to
DigitalNet Holdings', the Company's or the Subsidiary Guarantor's
knowledge, all such Intellectual Property licenses are valid,
enforceable, and in full force and effect and will continue to be so
on identical terms immediately following the conclusion of the
transaction contemplated hereby except as enforceability may be
limited by applicable bankruptcy, insolvency, reorganization,
fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights;
(iii) to DigitalNet Holdings', the Company's or the
Subsidiary Guarantor's knowledge, there is no material infringement
by third parties of any such Intellectual Property;
(iv) there is no pending or, to DigitalNet Holdings', the
Company's or the Subsidiary Guarantor's knowledge, threatened
action, suit, proceeding or claim by others challenging DigitalNet
Holdings', the Company's or any of its subsidiaries' rights in or to
any such Intellectual Property;
(v) there is no pending or, to DigitalNet Holdings', the
Company's or the Subsidiary Guarantor's knowledge, threatened
action, suit, proceeding or claim by others challenging the validity
or scope of any such Intellectual Property;
<Page>
(vi) there is no pending or, to DigitalNet Holdings', the
Company's or the Subsidiary Guarantor's knowledge, threatened
action, suit, proceeding or claim by others that DigitalNet
Holdings, the Company or any of its subsidiaries infringes or
otherwise violates any patent, trademark, copyright, trade secret or
other proprietary rights of others;
(vii) to DigitalNet Holdings', the Company's or the
Subsidiary Guarantor's knowledge, there is no U.S. patent or
published U.S. patent application which contains claims that
dominate or may dominate any Intellectual Property described in the
Offering Memorandum as being owned by or licensed to DigitalNet
Holdings, the Company or any of its subsidiaries, or that interferes
with the issued or pending claims of any such Intellectual Property;
(viii) there is no prior art of which DigitalNet Holdings,
the Company or the Subsidiary Guarantor is aware that may render any
U.S. patent held by DigitalNet Holdings, the Company, the Subsidiary
Guarantor or any of their respective subsidiaries invalid or any
U.S. patent application held by DigitalNet Holdings, the Company,
the Subsidiary Guarantor or any of their respective subsidiaries
unpatentable which has not been disclosed to the U.S. Patent and
Trademark Office;
(ix) to DigitalNet Holdings', the Company's or the
Subsidiary Guarantor's knowledge, no employee of DigitalNet
Holdings, the Company, the Subsidiary Guarantor or any of their
respective subsidiaries is in violation of any employment agreement,
patent or invention disclosure agreement, or other agreement setting
forth the terms of employment of such employee with DigitalNet
Holdings, the Company, the Subsidiary Guarantor or any of their
respective subsidiaries or any prior employee, except as would not
reasonably be expected to result in a Material Adverse Change;
(x) to DigitalNet Holdings', the Company's or the Subsidiary
Guarantor's knowledge, none of the material trade secrets of
DigitalNet Holdings, the Company, the Subsidiary Guarantor or any of
their respective subsidiaries, wherever located, the value of which
is contingent upon maintenance of the confidentiality thereof, has
been disclosed to any person other than to employees,
representatives, and agents of DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries or to other
persons who have executed appropriate nondisclosure agreements,
except as required pursuant to the filing of a patent application by
DigitalNet Holdings, the Company, a Subsidiary Guarantor or the
applicable subsidiary; and
(xi) all employees of DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries listed as
executive officers in the Offering Memorandum have executed and
delivered invention agreements with DigitalNet Holdings, the
Company, a Subsidiary Guarantor or the applicable subsidiary and are
obligated under the terms thereof to assign all inventions made by
them during the course of employment to DigitalNet Holdings, the
Company, a
<Page>
Subsidiary Guarantor or to the applicable subsidiary, and no such
employee of DigitalNet Holdings, the Company or any of its
subsidiaries has excluded works or inventions made prior to his or
her employment with or work for DigitalNet Holdings, the Company,
such Subsidiary Guarantor or the applicable subsidiary from his or
her assignment of inventions pursuant to such proprietary invention
agreements.
(v) ALL NECESSARY PERMITS, ETC. DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries possess all licenses,
certificates, permits and other authorizations issued by the appropriate
federal, state or foreign regulatory authorities necessary to conduct their
respective businesses, except where the failure to possess such licenses,
certificates, permits or other authorizations would not result in a Material
Adverse Change, and none of DigitalNet Holdings, the Company, the Subsidiary
Guarantor or any such subsidiary has received any notice of proceedings relating
to the revocation or modification of any such certificate, authorization or
permit which, singly or in the aggregate, if the subject of an unfavorable
decision, ruling or finding, would result in a Material Adverse Change, except
as set forth in or contemplated in the Offering Memorandum (exclusive of any
supplement thereto).
(w) TITLE TO PROPERTIES. Each of DigitalNet Holdings, the Company, the
Subsidiary Guarantor and each of their respective subsidiaries owns or leases
all such properties as are necessary to the conduct of its operations as
presently conducted.
(x) TAX LAW COMPLIANCE. Each of DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries has filed all foreign,
federal, state and local tax returns that are required to be filed or has
requested extensions thereof (except in any case in which the failure so to file
would not result in a Material Adverse Change, except as set forth in or
contemplated in the Offering Memorandum (exclusive of any supplement thereto))
and has paid all taxes required to be paid by it and any other assessment, fine
or penalty levied against it, to the extent that any of the foregoing is due and
payable, except for any such assessment, fine or penalty that is currently being
contested in good faith or as would not result in a Material Adverse Change,
except as set forth in or contemplated in the Offering Memorandum (exclusive of
any supplement thereto).
(y) COMPANY NOT AN "INVESTMENT COMPANY". The Company is not and, after
giving effect to the offering and sale of the Securities and the application of
the proceeds thereof as described in the Offering Memorandum, will not be an
"investment company" as defined in the Investment Company Act of 1940, as
amended.
(z) INSURANCE. DigitalNet Holdings, the Company, the Subsidiary Guarantor
and their respective subsidiaries are insured by insurers of recognized
financial responsibility against such losses and risks and in such amounts as
are prudent and customary in the businesses in which they are engaged; all
policies of insurance and fidelity or surety bonds insuring DigitalNet Holdings,
the Company, the Subsidiary Guarantor and their respective subsidiaries or their
respective businesses, assets, employees, officers and directors are in full
force and effect; DigitalNet Holdings, the Company, the Subsidiary Guarantor and
their respective subsidiaries are in compliance with the terms of such policies
and instruments in all material respects; and there are no claims by DigitalNet
Holdings, the Company, the Subsidiary Guarantor or their
<Page>
respective subsidiaries under any such policy or instrument as to which any
insurance company is denying liability or defending under a reservation of
rights clause; none of DigitalNet Holdings, the Company, the Subsidiary
Guarantor or any of their respective subsidiaries has been refused any insurance
coverage sought or applied for; and none of DigitalNet Holdings, the Company,
the Subsidiary Guarantor or any of their respective subsidiaries has any reason
to believe that it will not be able to renew its existing insurance coverage as
and when such coverage expires or to obtain similar coverage from similar
insurers as may be necessary to continue its business at a cost that would not
result in a Material Adverse Change, except as set forth in or contemplated in
the Offering Memorandum (exclusive of any supplement thereto).
(aa) NO PRICE STABILIZATION OR MANIPULATION. None of DigitalNet Holdings,
the Company, the Subsidiary Guarantor, or any of their respective subsidiaries
has taken, directly or indirectly, any action designed to or that would
constitute or that might reasonably be expected to cause or result in, under the
Exchange Act or otherwise, stabilization or manipulation of the price of any
security of DigitalNet Holdings or the Company to facilitate the sale or resale
of the Securities.
(bb) SOLVENCY. Each of DigitalNet Holdings, the Company, and the Subsidiary
Guarantor is, and immediately after the Closing Date will be, Solvent. As used
herein, the term "Solvent" means, with respect to each of DigitalNet Holdings,
the Company, or the Subsidiary Guarantor on a particular date, that on such date
(i) the fair market value of its assets is greater than the total amount of its
liabilities (including contingent liabilities), (ii) the present fair salable
value of its assets is greater than the amount that will be required to pay its
probable liabilities on its debts as they become absolute and matured, (iii) it
is able to realize upon its assets and pay its debts and other liabilities,
including contingent obligations, as they mature and (iv) it does not have
unreasonably small capital.
(cc) NO UNLAWFUL CONTRIBUTIONS OR OTHER PAYMENTS. None of DigitalNet
Holdings, the Company, the Subsidiary Guarantor, or any of their respective
subsidiaries, or, to the best of DigitalNet Holdings', the Company's, any
Guarantor's or any of their respective subsidiaries' knowledge, any employee or
agent of DigitalNet Holdings or any of its subsidiaries, has made any
contribution or other payment to any official of, or candidate for, any federal,
state or foreign office in violation of any law or of the character required to
be disclosed in the Offering Memorandum in order to make the statements therein
not misleading.
(dd) GOVERNMENT AUDITS. There is no outstanding allegation of improper or
illegal activities arising from any government audit or non-audit review,
including without limitation, by the Defense Contract Audit Agency, of
DigitalNet Holdings or any of its subsidiaries of work performed by DigitalNet
Holdings or any of its subsidiaries or subcontractors that could reasonably be
expected to result in a Material Adverse Change. There are no pending civil or
criminal penalties or administrative sanctions arising from a government audit
or non-audit review of DigitalNet Holdings or any of its subsidiaries or work
performed by DigitalNet Holdings or any of its subsidiaries or subcontractors,
including, but not limited to, termination of contracts, forfeiture of profits,
suspension of payments, fines, or suspension or debarment from doing business
with any U.S. federal government agency. As of the date hereof, none of
DigitalNet Holdings, the Company, the Subsidiary Guarantor or their respective
subsidiaries reasonably believe that it will be required to make any adjustments
to the financial statements
<Page>
included in the Offering Memorandum as a result of any pending government audit
or non-audit review of DigitalNet Holdings or any of its subsidiaries.
(ee) COMPANY'S ACCOUNTING SYSTEM. DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries maintain a system of
internal accounting controls sufficient to provide reasonable assurance that (i)
transactions are executed in accordance with management's general or specific
authorizations; (ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally accepted
accounting principles and to maintain asset accountability; (iii) access to
assets is permitted only in accordance with management's general or specific
authorization; and (iv) the recorded accountability for assets is compared with
the existing assets at reasonable intervals and appropriate action is taken with
respect to any differences.
(ff) COMPLIANCE WITH ENVIRONMENTAL LAWS. DigitalNet Holdings, the Company,
the Subsidiary Guarantor and their respective subsidiaries are (i) in compliance
with any and all applicable foreign, federal, state and local laws and
regulations relating to the protection of human health and safety, the
environment or hazardous or toxic substances or wastes, pollutants or
contaminants ("Environmental Laws"), (ii) have received and are in compliance
with all permits, licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses and (iii) have not
received notice of any actual or potential liability for the investigation or
remediation of any disposal or release of hazardous or toxic substances or
wastes, pollutants or contaminants, except where such non-compliance with
Environmental Laws, failure to receive required permits, licenses or other
approvals, or liability would not, individually or in the aggregate, result in a
Material Adverse Change, except as set forth in or contemplated in the Offering
Memorandum (exclusive of any supplement thereto). None of DigitalNet Holdings,
the Company, any Subsidiary Guarantor or any of their respective subsidiaries
has been named as a "potentially responsible party" under the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended.
(gg) PERIODIC REVIEW OF COSTS OF ENVIRONMENTAL COMPLIANCE. In the ordinary
course of its business, DigitalNet Holdings, the Company, the Subsidiary
Guarantor and their respective subsidiaries periodically review the effect of
Environmental Laws on the business, operations and properties of DigitalNet
Holdings and its subsidiaries, in the course of which DigitalNet Holdings, the
Company, the Subsidiary Guarantor and their respective subsidiaries, as
applicable, identify and evaluate associated costs and liabilities (including,
without limitation, any capital or operating expenditures required for clean-up,
closure of properties or compliance with Environmental Laws, or any permit,
license or approval, any related constraints on operating activities and any
potential liabilities to third parties). On the basis of such review, none of
DigitalNet Holdings, the Company, the Subsidiary Guarantor or their respective
subsidiaries has reasonably concluded that such associated costs and liabilities
would not, singly or in the aggregate, result in a Material Adverse Change,
except as set forth in or contemplated in the Offering Memorandum (exclusive of
any supplement thereto).
(hh) ERISA COMPLIANCE. Each of DigitalNet Holdings, the Company, the
Subsidiary Guarantor and their respective subsidiaries has fulfilled its
obligations, if any, under the minimum funding standards of Section 302 of the
United States Employee Retirement Income Security Act of 1974 ("ERISA") and the
regulations and published interpretations thereunder
<Page>
with respect to each "plan" (as defined in Section 3(3) of ERISA and such
regulations and published interpretations) in which employees of DigitalNet
Holdings, the Company or its subsidiaries are eligible to participate and each
such plan is in compliance in all material respects with the presently
applicable provisions of ERISA and the Internal Revenue Code of 1986, as amended
(the "Code"), including the related regulations and published interpretations,
and has been administered in all material respects in accordance with its terms.
Each company plan of DigitalNet Holdings and its subsidiaries which is intended
to be qualified under Section 401(a) of the Code is so qualified; and each trust
created under any such plan is exempt from tax under Section 501(a) of the Code.
Neither DigitalNet Holdings nor any of its subsidiaries has incurred any unpaid
liability to the Pension Benefit Guaranty Corporation (other than for the
payment of premiums in the ordinary course) or to any such plan under Title IV
of ERISA. No claim (other than routine claims for benefits) is pending with
respect to the administration or the investment of any assets of any company
plan of DigitalNet Holdings or any of its subsidiaries.
(ii) NEW BANK CREDIT FACILITY. The New Bank Credit Facility has been duly
and validly authorized by the Company, DigitalNet Holdings and the Subsidiary
Guarantor and, when duly executed and delivered by the Company, DigitalNet
Holdings and the Subsidiary Guarantor, will be the valid and legally binding
obligation of the Company, DigitalNet Holdings and the Subsidiary Guarantor,
enforceable in accordance with its terms, except as the enforcement thereof may
be limited by bankruptcy, insolvency, reorganization, moratorium or other
similar laws relating to or affecting the rights and remedies of creditors or by
general equitable principles.
(jj) BACKLOG. DigitalNet Holdings has calculated its backlog as of December
31, 2001 and 2002 in compliance with the requirements of Item 101 of Regulation
S-K under the Act. As of the date hereof, none of DigitalNet Holdings, the
Company or the Subsidiary Guarantor is aware of any facts or circumstances,
including without limitation, any notice of any program cancelation or change in
program schedule, contract reduction, modification or early termination, that
could reasonably be expected to have a material adverse effect on its ability to
recognize revenue during the year ended December 31, 2003 from approximately 30%
of its total backlog as of December 31, 2002.
(kk) REGULATION S. Each of DigitalNet Holdings, the Company, the Subsidiary
Guarantor and their respective Affiliates and any person acting on its or their
behalf (other than the Initial Purchasers, as to whom none of DigitalNet
Holdings, the Company or the Subsidiary Guarantor makes any representation or
warranty) has complied with and will comply with the offering restrictions
requirements of Regulation S in connection with the offering of the Securities
outside the United States and, in connection therewith, the Offering Memorandum
will contain the disclosure required by Rule 902. The Securities sold in
reliance on Regulation S will be represented upon issuance by a temporary global
security that may not be exchanged for definitive securities until the
expiration of the 40-day restricted period referred to in Rule 903 of the
Securities Act and only upon certification of beneficial ownership of such
Securities by non-U.S. persons or U.S. persons who purchased such Securities in
transactions that were exempt from the registration requirements of the
Securities Act.
Any certificate signed by an officer of DigitalNet Holdings, the Company or
the Subsidiary Guarantor and delivered to the Initial Purchasers or to counsel
for the Initial
<Page>
Purchasers shall be deemed to be a representation and warranty by the Company or
such Guarantor to each Initial Purchaser as to the matters set forth therein.
SECTION 2. Purchase, Sale and Delivery of the Securities.
(a) THE SECURITIES. The Company agrees to issue and sell to the several
Initial Purchasers, severally and not jointly, all of the Securities upon the
terms herein set forth. On the basis of the representations, warranties and
agreements herein contained, and upon the terms but subject to the conditions
herein set forth, the Initial Purchasers agree, severally and not jointly, to
purchase from the Company the aggregate principal amount of Securities set forth
opposite their names on Schedule A, at a purchase price of 97.625% of the
principal amount thereof payable on the Closing Date.
(b) THE CLOSING DATE. Delivery of certificates for the Securities in
definitive form to be purchased by the Initial Purchasers and payment therefor
shall be made at the offices of Cravath, Swaine & Moore LLP (or such other place
as may be agreed to by the Company and the Initial Purchasers) at 9:00 a.m. New
York City time, on July 3, 2003, or such other time and date as the Initial
Purchasers shall designate by notice to the Company (the time and date of such
closing are called the "Closing Date"). The Company hereby acknowledges that
circumstances under which the Initial Purchasers may provide notice to postpone
the Closing Date as originally scheduled include, but are in no way limited to,
any determination by the Company or the Initial Purchasers to recirculate to
investors copies of an amended or supplemented Offering Memorandum or a delay as
contemplated by the provisions of Section 16.
(c) DELIVERY OF THE SECURITIES. The Company shall deliver, or cause to be
delivered, to Banc of America Securities LLC for the accounts of the several
Initial Purchasers certificates for the Securities at the Closing Date against
the irrevocable release of a wire transfer of immediately available funds for
the amount of the purchase price therefor. The certificates for the Securities
shall be in such denominations and registered in the name of Cede & Co., as
nominee of the Depository, pursuant to the DTC Agreement, and shall be made
available for inspection on the business day preceding the Closing Date at a
location in New York City, as the Initial Purchasers may designate. Time shall
be of the essence, and delivery at the time and place specified in this
Agreement is a further condition to the obligations of the Initial Purchasers.
(d) DELIVERY OF OFFERING MEMORANDUM TO THE INITIAL PURCHASERS. Not later
than 12:00 p.m. on the second business day following the date of this Agreement,
the Company shall deliver or cause to be delivered copies of the Offering
Memorandum in such quantities and at such places as the Initial Purchasers shall
reasonably request.
(e) INITIAL PURCHASERS AS QUALIFIED INSTITUTIONAL BUYERS. Each Initial
Purchaser severally and not jointly represents and warrants to, and agrees with,
the Company that it is a "qualified institutional buyer" within the meaning of
Rule 144A (a "Qualified Institutional Buyer") or an "accredited investor" within
the meaning of Rule 501 under the Securities Act (an "Accredited Investor").
<Page>
SECTION 3. ADDITIONAL COVENANTS. DigitalNet Holdings, the Company and the
Subsidiary Guarantor jointly and severally further covenant and agree with each
Initial Purchaser as follows:
(a) INITIAL PURCHASERS' REVIEW OF PROPOSED AMENDMENTS AND SUPPLEMENTS.
Prior to amending or supplementing the Offering Memorandum, the Company shall
furnish to the Initial Purchasers for review a copy of each such proposed
amendment or supplement, and the Company shall not use any such proposed
amendment or supplement to which the Initial Purchasers reasonably object.
(b) AMENDMENTS AND SUPPLEMENTS TO THE OFFERING MEMORANDUM AND OTHER
SECURITIES ACT MATTERS. If, prior to the completion of the placement of the
Securities by the Initial Purchasers with the Subsequent Purchasers, any event
shall occur or condition exist as a result of which it is necessary to amend or
supplement the Offering Memorandum in order to make the statements therein, in
the light of the circumstances when the Offering Memorandum is delivered to a
purchaser, not misleading, or if in the reasonable opinion of the Initial
Purchasers or counsel for the Initial Purchasers it is otherwise necessary to
amend or supplement the Offering Memorandum to comply with law, the Company
agrees to promptly prepare (subject to Section 3 hereof), and furnish at its own
expense to the Initial Purchasers, amendments or supplements to the Offering
Memorandum so that the statements in the Offering Memorandum as so amended or
supplemented will not, in the light of the circumstances when the Offering
Memorandum is delivered to a purchaser, be misleading or so that the Offering
Memorandum, as amended or supplemented, will comply with law.
Following the consummation of the Exchange Offer or the effectiveness of an
applicable shelf registration statement and for so long as the Securities are
outstanding if, in the reasonable judgment of the Initial Purchasers, the
Initial Purchasers or any of their affiliates (as such term is defined in the
rules and regulations under the Securities Act) are required to deliver a
prospectus in connection with sales of, or market-making activities with respect
to, such securities, to periodically amend the applicable registration statement
so that the information contained therein complies with the requirements of
Section 10 of the Securities Act, to amend the applicable registration statement
or supplement the related prospectus or the documents incorporated therein when
necessary to reflect any material changes in the information provided therein so
that the registration statement and the prospectus will not contain any untrue
statement of a material fact or omit to state any material fact necessary in
order to make the statements therein, in the light of the circumstances existing
as of the date the prospectus is so delivered, not misleading and to provide the
Initial Purchasers with copies of each amendment or supplement filed and such
other documents as the Initial Purchasers may reasonably request.
DigitalNet Holdings, the Company and the Subsidiary Guarantor hereby
expressly acknowledge that the indemnification and contribution provisions of
Sections 8 and 9 hereof are specifically applicable and relate to each offering
memorandum, registration statement, prospectus, amendment or supplement referred
to in this Section 3.
(c) COPIES OF THE OFFERING MEMORANDUM. The Company agrees to furnish the
Initial Purchasers, without charge, as many copies of the Offering Memorandum
and any amendments and supplements thereto as they shall have reasonably
requested.
<Page>
(d) BLUE SKY COMPLIANCE. DigitalNet Holdings, the Company, the Subsidiary
Guarantor and their respective subsidiaries shall cooperate with the Initial
Purchasers and counsel for the Initial Purchasers to qualify or register the
Securities for sale under (or obtain exemptions from the application of) the
Blue Sky or state securities laws of those jurisdictions designated by the
Initial Purchasers, shall comply with such laws and shall continue such
qualifications, registrations and exemptions in effect so long as required for
the distribution of the Securities. None of DigitalNet Holdings, the Company,
the Subsidiary Guarantor or any of their respective subsidiaries shall be
required to qualify as a foreign corporation or to take any action that would
subject it to general service of process in any such jurisdiction where it is
not presently qualified or where it would be subject to taxation as a foreign
corporation. The Company will advise the Initial Purchasers promptly of the
suspension of the qualification or registration of (or any such exemption
relating to) the Securities for offering, sale or trading in any jurisdiction or
any initiation or threat of any proceeding for any such purpose, and in the
event of the issuance of any order suspending such qualification, registration
or exemption, DigitalNet Holdings, the Company and the Subsidiary Guarantor
shall use its best efforts to obtain the withdrawal thereof at the earliest
possible moment.
(e) USE OF PROCEEDS. The Company shall apply the net proceeds from the sale
of the Securities sold by it in the manner described under the caption "Use of
Proceeds" in the Offering Memorandum.
(f) THE DEPOSITARY. DigitalNet Holdings, the Company and the Subsidiary
Guarantor will cooperate with the Initial Purchasers and use their best efforts
to permit the Securities to be eligible for clearance and settlement through the
facilities of the Depositary.
(g) ADDITIONAL ISSUER INFORMATION. So long as any of the Securities are
"restricted securities" within the meaning of Rule 144(a)(3) under the
Securities Act, DigitalNet Holdings will, unless it becomes subject to and
complies with Section 13 or 15(d) of the Exchange Act, for the benefit of
holders and beneficial owners from time to time of Securities, furnish, at its
expense, upon request, to holders and beneficial owners of Securities and
prospective purchasers of Securities information ("Additional Issuer
Information") satisfying the requirements of subsection of Rule 144A.
(h) FUTURE REPORTS TO THE INITIAL PURCHASERS. For so long as any Securities
or Exchange Securities remain outstanding, the Company will furnish to Banc of
America Securities LLC: (i) as soon as practicable after the end of each fiscal
year, copies of the Annual Report of DigitalNet Holdings containing the balance
sheet of DigitalNet Holdings as of the close of such fiscal year and statements
of income, stockholders' equity and cash flows for the year then ended and the
opinion thereon of DigitalNet Holdings' independent public or certified public
accountants; and (ii) as soon as available, copies of any report or
communication of DigitalNet Holdings or its subsidiaries mailed generally to
holders of its capital stock or debt securities (including the holders of the
Securities).
(i) NO INTEGRATION. Each of DigitalNet Holdings, the Company and the
Subsidiary Guarantor agree that it will not and will cause its Affiliates and
subsidiaries not to make any offer or sale of securities of the Company of any
class if, as a result of the doctrine of "integration" referred to in Rule 502
under the Securities Act, such offer or sale would render
<Page>
invalid (for the purpose of (i) the sale of the Securities by the Company to the
Initial Purchasers, (ii) the resale of the Securities by the Initial Purchasers
to Subsequent Purchasers or (iii) the resale of the Securities by such
Subsequent Purchasers to others) the exemption from the registration
requirements of the Securities Act provided by Section 4 thereof or by Rule 144A
or by Regulation S thereunder or otherwise.
(j) LEGENDED SECURITIES. Each certificate for a Note will bear a legend
substantially similar to the legend contained in "Notice to Investors" in the
Offering Memorandum for the time period and upon the other terms stated in the
Offering Memorandum.
(k) PORTAL. The Company will use its best efforts to cause the Notes to be
eligible for the National Association of Securities Dealers, Inc. PORTAL market
(the "PORTAL market").
Banc of America Securities LLC, on behalf of the several Initial
Purchasers, may, in its sole discretion, waive in writing the performance by
DigitalNet Holdings, the Company or the Subsidiary Guarantor of any one or more
of the foregoing covenants or extend the time for their performance.
SECTION 4. PAYMENT OF EXPENSES. DigitalNet Holdings, the Company and the
Subsidiary Guarantor agree jointly and severally to pay all costs, fees and
expenses incurred in connection with the performance of their obligations
hereunder and in connection with the transactions contemplated hereby, including
without limitation, (i) all expenses incident to the issuance and delivery of
the Securities (including all printing and engraving costs), (ii) all necessary
issue, transfer and other stamp taxes in connection with the issuance and sale
of the Securities to the Initial Purchasers, (iii) all fees and expenses of
DigitalNet Holdings, the Company's and the Subsidiary Guarantor's counsel,
independent public or certified public accountants and other advisors, (iv) all
costs and expenses incurred in connection with the preparation, printing,
filing, shipping and distribution of each preliminary Offering Memorandum and
the Offering Memorandum (including financial statements and exhibits), and all
amendments and supplements thereto, this Agreement, the Registration Rights
Agreement, the Indenture, the DTC Agreement, and the Notes and the Guarantees,
(v) all filing fees, attorneys' fees and expenses incurred by DigitalNet
Holdings, the Company, the Subsidiary Guarantor or the Initial Purchasers in
connection with qualifying or registering (or obtaining exemptions from the
qualification or registration of) all or any part of the Securities for offer
and sale under the Blue Sky laws and, if requested by the Initial Purchasers,
preparing and printing a "Blue Sky Survey" or memorandum, and any supplements
thereto, advising the Initial Purchasers of such qualifications, registrations
and exemptions, (vi) the fees and expenses of the Trustee, including the fees
and disbursements of counsel for the Trustee in connection with the Indenture,
the Securities and the Exchange Securities, (vii) any fees payable in connection
with the rating of the Securities or the Exchange Securities with the ratings
agencies and the listing of the Securities with the PORTAL market, (viii) any
filing fees incident to, and any reasonable fees and disbursements of counsel to
the Initial Purchasers in connection with the review by the National Association
of Securities Dealers, Inc., if any, of the terms of the sale of the Securities
or the Exchange Securities, and (ix) all fees and expenses (including reasonable
fees and expenses of counsel) of DigitalNet Holdings, the Company and the
Subsidiary Guarantor in connection with approval of the Securities by DTC for
"book-entry" transfer, and the performance by DigitalNet Holdings, the Company
and the Subsidiary Guarantor of their respective other obligations under
<Page>
this Agreement. Except as provided in this Section 4, Section 6, Section 8 and
Section 9 hereof, the Initial Purchasers shall pay their own expenses, including
the fees and disbursements of their counsel.
SECTION 5. CONDITIONS OF THE OBLIGATIONS OF THE INITIAL PURCHASERS. The
obligations of the several Initial Purchasers to purchase and pay for the
Securities as provided herein on the Closing Date shall be subject to the
accuracy of the representations and warranties on the part of DigitalNet
Holdings, the Company and the Subsidiary Guarantor set forth in Section 1 hereof
as of the date hereof and as of the Closing Date as though then made and to the
timely performance by DigitalNet Holdings, the Company and the Subsidiary
Guarantor of their respective covenants and other obligations hereunder, and to
each of the following additional conditions:
(a) ACCOUNTANTS' COMFORT LETTER. On the date hereof, the Initial Purchasers
shall have received from Ernst & Young LLP, independent public or certified
public accountants for DigitalNet Holdings, a letter dated the date hereof
addressed to the Initial Purchasers, in form and substance satisfactory to the
Initial Purchasers, confirming (i) that they are independent accountants within
the meaning of Rule 101 of the American Institute of Certified Public
Accountants (the "AICPA") Code of Professional Conduct and its interpretations
and rulings and (ii) that they have performed a review of the unaudited interim
financial information of DigitalNet Holdings for the three-month period ended
March 31, 2002 in accordance with Statement on Auditing Standards No. 100 ("SAS
100"), and the three-month period ended March 31, 2003, in accordance with SAS
100 and a review of the unaudited interim financial information of DGS for the
three-month period ended March 31, 2002 in accordance with SAS 100, and stating
in effect that:
(i) in their opinion the audited financial statements
included in the Offering Memorandum and reported on by them comply
as to form in all material respects with the accounting requirements
of the Securities Act and the related rules and regulations adopted
by the Commission, as if the offering had been registered under the
Securities Act;
(ii) on the basis of a reading of the latest unaudited
financial statements made available by DigitalNet Holdings and its
subsidiaries; their limited review, in accordance with standards
established under SAS 100, of DGS' and DigitalNet Holdings'
unaudited interim financial information for the three-month period
ended March 31, 2002 and in accordance with standards established
under SAS 100, of DigitalNet Holdings' unaudited interim financial
information for the three-month period ended March 31, 2003,
included in the Offering Memorandum, carrying out certain specified
procedures (but not an examination in accordance with generally
accepted auditing standards) which would not necessarily reveal
matters of significance with respect to the comments set forth in
such letter; a reading of the minutes of the meetings of the
stockholders, directors and audit and compensation committees of
DigitalNet Holdings and its subsidiaries; and inquiries of certain
officials of DigitalNet Holdings who have responsibility for
financial and accounting matters of DigitalNet Holdings and its
subsidiaries as to transactions and events subsequent to December
31, 2002, nothing came to their attention which caused them to
believe that:
<Page>
(1) any unaudited financial statements included in the
Offering Memorandum do not comply as to form in all material
respects with the accounting requirements of the Securities
Act, as if the offering had been registered under the
Securities Act; and said unaudited financial statements are
not in conformity with generally accepted accounting
principles applied on a basis substantially consistent with
that of the audited financial statements included in the
Offering Memorandum;
(2) with respect to the period subsequent to March 31,
2003, there were any changes, at a specified date not more
than five days prior to the date of the letter, in the
long-term debt or other liabilities of DigitalNet Holdings and
its subsidiaries or the capital stock of DigitalNet Holdings
or decreases in the stockholders' equity or total assets of
DigitalNet Holdings as compared with the amounts shown on the
March 31, 2003, consolidated balance sheet included in the
Offering Memorandum, or for the period from April 1, 2003, to
such specified date there were any decreases, as compared with
the results of DGS and its subsidiaries for the corresponding
period in the prior years, in revenues, income from operations
or net income of DigitalNet Holdings and its subsidiaries,
except in all instances for changes or decreases set forth in
such letter, in which case the letter shall be accompanied by
an explanation by DigitalNet Holdings as to the significance
thereof unless said explanation is not deemed necessary by
Banc of America Securities LLC;
(iii) they have performed certain other specified procedures
as a result of which they determined that certain information of an
accounting, financial or statistical nature (which is limited to
accounting, financial or statistical information derived from the
general accounting records of DigitalNet Holdings and its
subsidiaries or DGS and its subsidiaries) set forth in the Offering
Memorandum, agrees with the accounting records of DigitalNet
Holdings and its subsidiaries or DGS and its subsidiaries, excluding
any questions of legal interpretation; and
(iv) on the basis of a reading of the unaudited pro forma
consolidated financial statements included in the Offering
Memorandum (the "pro forma financial statements"); carrying out
certain specified procedures; inquiries of certain officials of
DigitalNet Holdings or the Company who have responsibility for
financial and accounting matters; and proving the arithmetic
accuracy of the application of the pro forma adjustments to the
historical amounts in the pro forma financial statements, nothing
came to their attention which caused them to believe that the pro
forma financial statements (A) are not stated on a basis
substantially consistent with that of the audited financial
statements of DigitalNet Holdings included in the Offering
Memorandum, (B) do not comply as to form in all material respects
with the accounting requirements of Rule 11-02 of Regulation S-X, as
if the offering had been registered under the Securities Act or (C)
that the pro forma adjustments have not been properly applied to the
historical amounts in the compilation of such statements. References
to the
<Page>
Offering Memorandum in this paragraph include any supplement thereto
at the date of the letter.
(b) NO MATERIAL ADVERSE CHANGE OR RATINGS AGENCY CHANGE. For the period
from and after the date of this Agreement and prior to the Closing Date:
(i) in the judgment of the Initial Purchasers there shall not have
occurred any material adverse change, or any development that could
reasonably be expected to result in a material adverse change, in the
condition, financial or otherwise, or in the earnings, business, operations
or prospects, whether or not arising from transactions in the ordinary
course of business, of DigitalNet Holdings and its subsidiaries, considered
as one entity; and
(ii) there shall not have occurred any downgrading, nor shall any
notice have been given of any intended or potential downgrading or of any
review for a possible change that does not indicate the direction of the
possible change, in the rating accorded any securities of DigitalNet
Holdings, the Company, or the Subsidiary Guarantor or any of their
respective subsidiaries by any "nationally recognized statistical rating
organization" as such term is defined for purposes of Rule 436 under the
Securities Act.
(c) OPINION OF COUNSEL FOR THE COMPANY. On the Closing Date the Initial
Purchasers shall have received the favorable opinion of Fried, Frank, Harris,
Shriver & Jacobson, counsel for DigitalNet Holdings, the Company and the
Subsidiary Guarantor, dated as of such Closing Date, the form of which is
attached as Exhibit A.
(d) OPINION OF COUNSEL FOR THE INITIAL PURCHASERS. On the Closing Date the
Initial Purchasers shall have received the favorable opinion of Cravath, Swaine
& Moore LLP, counsel for the Initial Purchasers, dated as of such Closing Date,
with respect to such matters as may be reasonably requested by the Initial
Purchasers.
(e) OFFICERS' CERTIFICATE. On the Closing Date the Initial Purchasers shall
have received a written certificate executed by the Chairman of the Board, Chief
Executive Officer or President of each of DigitalNet Holdings, the Company and
the Subsidiary Guarantor and the Chief Financial Officer of DigitalNet Holdings,
the Company and the Subsidiary Guarantor, dated as of the Closing Date, to the
effect set forth in clause b(ii) of this Section 5, and further to the effect
that:
(i) for the period from and after the date of this Agreement and
prior to the Closing Date there has not occurred any Material Adverse
Change;
(ii) the representations, warranties and covenants of it set forth
in Section 1 of this Agreement are true and correct with the same force and
effect as though expressly made on and as of the Closing Date; and
(iii) it has complied with all the agreements and satisfied all the
conditions on its part to be performed or satisfied at or prior to the
Closing Date.
<Page>
(f) BRING-DOWN COMFORT LETTER. On the Closing Date the Initial Purchasers
shall have received from Ernst & Young LLP, independent public or certified
public accountants for the Company, a letter dated such date, in form and
substance satisfactory to the Initial Purchasers, to the effect that they
reaffirm the statements made in the letter furnished by them pursuant to clause
(a) of this Section 5, except that the specified date referred to therein for
the carrying out of procedures shall be no more than three business days prior
to the Closing Date.
(g) PORTAL LISTING. At the Closing Date the Notes shall have been
designated for trading on the PORTAL market.
(h) REGISTRATION RIGHTS AGREEMENT. DigitalNet Holdings, the Company and the
Subsidiary Guarantor shall have entered into the Registration Rights Agreement
and the Initial Purchasers shall have received executed counterparts thereof.
(i) NEW CREDIT FACILITY. The Company shall have furnished to the Initial
Purchasers evidence reasonably satisfactory to the Initial Purchasers that
concurrent with the consummation of the offering, the Company will enter into
the New Credit Facility on the terms as disclosed in the Offering Memorandum.
(j) PAYMENT OF BRIDGE LOAN. The Company shall have furnished to the Initial
Purchasers evidence reasonably satisfactory to the Initial Purchasers that
concurrent with the consummation of the offering, the Company will make payment
in full of its obligations in connection with its senior subordinated bridge
loan, such payment to result in the release from escrow and cancellation of the
warrants to purchase 379,475 shares of DigitalNet Holdings' Common Stock issued
to Banc of America Mezzanine Capital LLC and American Capital Strategies, Ltd.
(k) PAYMENT OF EXISTING CREDIT FACILITY. The Company shall have furnished
to the Initial Purchasers evidence reasonably satisfactory to the Initial
Purchasers that concurrent with the consummation of the offering, the Company
will repay all amounts outstanding under, and terminate all commitments in
respect of, the Existing Credit Facility.
(l) ADDITIONAL DOCUMENTS. On or before the Closing Date, the Initial
Purchasers and counsel for the Initial Purchasers shall have received such
information, documents and opinions as they may reasonably require for the
purposes of enabling them to pass upon the issuance and sale of the Securities
as contemplated herein, or in order to evidence the accuracy of any of the
representations and warranties, or the satisfaction of any of the conditions or
agreements, herein contained.
If any condition specified in this Section 5 is not satisfied when and as
required to be satisfied, this Agreement may be terminated by the Initial
Purchasers by notice to the Company at any time on or prior to the Closing Date,
which termination shall be without liability on the part of any party to any
other party, except that Section 4, Section 6, Section 8 and Section 9 shall at
all times be effective and shall survive such termination.
SECTION 6. REIMBURSEMENT OF INITIAL PURCHASERS' EXPENSES. If this Agreement
is terminated by the Initial Purchasers pursuant to Section 5, or if the sale to
the Initial Purchasers of the Securities on the Closing Date is not consummated
because of any refusal, inability or failure on the part of DigitalNet Holdings,
the Company or the Subsidiary Guarantor to perform
<Page>
any agreement herein or to comply with any provision hereof, DigitalNet
Holdings, the Company and the Subsidiary Guarantor jointly and severally agree
to reimburse the Initial Purchasers (or such Initial Purchasers as have
terminated this Agreement with respect to themselves), severally, upon demand
for all out-of-pocket expenses that shall have been reasonably incurred by the
Initial Purchasers in connection with the proposed purchase and the offering and
sale of the Securities, including but not limited to fees and disbursements of
counsel, printing expenses, travel expenses, postage, facsimile and telephone
charges.
SECTION 7. OFFER, SALE AND RESALE PROCEDURES. Each of the Initial
Purchasers, on the one hand, and DigitalNet Holdings, the Company and the
Subsidiary Guarantor, on the other hand, hereby establishes and agrees to
observe the following procedures in connection with the offer and sale of the
Securities:
(A) Offers and sales of the Securities will be made only by the Initial
Purchasers or Affiliates thereof qualified to do so in the jurisdictions in
which such offers or sales are made. Each such offer or sale shall only be made
to persons whom the offeror or seller reasonably believes to be qualified
institutional buyers (as defined in Rule 144A under the Securities Act) or
non-U.S. persons outside the United States to whom the offeror or seller
reasonably believes offers and sales of the Securities may be made in reliance
upon Regulation S under the Securities Act, upon the terms and conditions set
forth in Annex I hereto, which Annex I is hereby expressly made a part hereof.
(B) The Securities will be offered by approaching prospective Subsequent
Purchasers on an individual basis. No general solicitation or general
advertising (within the meaning of Rule 502 under the Securities Act) will be
used in the United States in connection with the offering of the Securities.
(C) Upon original issuance by the Company, and until such time as the same
is no longer required under the applicable requirements of the Securities Act,
the Securities (and all securities issued in exchange therefor or in
substitution thereof, other than the Exchange Securities) shall bear the
following legend:
"THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED
IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER SECTION 5 OF THE UNITED
STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND THE
SECURITY EVIDENCED HEREBY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED
IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM.
EACH PURCHASER OF THE SECURITY EVIDENCED HEREBY IS HEREBY NOTIFIED THAT THE
SELLER MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF
THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER. THE HOLDER OF THE
SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A)
SUCH SECURITY MAY BE RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (1)(a)
INSIDE THE UNITED STATES TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS
A
<Page>
QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES
ACT) PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A
UNDER THE SECURITIES ACT, (b) OUTSIDE THE UNITED STATES TO A FOREIGN PERSON
IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 903 OR RULE 904 OF
REGULATION S UNDER THE SECURITIES ACT, (c) TO AN INSTITUTIONAL "ACCREDITED
INVESTOR" (AS DEFINED IN RULE 501(a)(1), (2), (3) OR (7) OF REGULATION D
UNDER THE SECURITIES ACT) THAT, PRIOR TO SUCH TRANSFER, FURNISHES THE
TRUSTEE A SIGNED LETTER CONTAINING CERTAIN REPRESENTATIONS AND AGREEMENTS
RELATING TO THE TRANSFER OF THE SECURITY EVIDENCED HEREBY (THE FORM OF
WHICH CAN BE OBTAINED FROM THE TRUSTEE), (AND BASED UPON AN OPINION OF
COUNSEL IF THE COMPANY SO REQUESTS), (d) PURSUANT TO AN EXEMPTION FROM
REGISTRATION UNDER THE SECURITIES ACT PROVIDED BY RULE 144 THEREUNDER (IF
APPLICABLE) OR (e) IN ACCORDANCE WITH ANOTHER EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT (AND BASED UPON AN OPINION
OF COUNSEL ACCEPTABLE TO THE COMPANY IF THE COMPANY SO REQUESTS), (2) TO
THE COMPANY OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE
OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION AND (B) THE
HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY
PURCHASER OF THE SECURITY EVIDENCED HEREBY OF THE RESALE RESTRICTIONS SET
FORTH IN CLAUSE (A) ABOVE. NO REPRESENTATION CAN BE MADE AS TO THE
AVAILABILITY OF THE EXEMPTION PROVIDED BY RULE 144 FOR RESALE OF THE
SECURITY EVIDENCED HEREBY."
Following the sale of the Securities by the Initial Purchasers to
Subsequent Purchasers pursuant to the terms hereof, the Initial Purchasers shall
not be liable or responsible to DigitalNet Holdings, the Company, the Subsidiary
Guarantor or their respective subsidiaries for any losses, damages or
liabilities suffered or incurred by DigitalNet Holdings, the Company, the
Subsidiary Guarantor or their respective subsidiaries, including any losses,
damages or liabilities under the Securities Act, arising from or relating to any
resale or transfer of any Security.
SECTION 8. INDEMNIFICATION.
(a) INDEMNIFICATION OF THE INITIAL PURCHASERS. DigitalNet Holdings, the
Company and the Subsidiary Guarantor jointly and severally agree to indemnify
and hold harmless each Initial Purchaser, its directors, officers and employees,
and each person, if any, who controls any Initial Purchaser within the meaning
of the Securities Act and the Exchange Act against any loss, claim, damage,
liability or expense, as incurred, to which such Initial Purchaser or such
controlling person may become subject, under the Securities Act, the Exchange
Act or other federal or state
<Page>
statutory law or regulation, or at common law or otherwise (including in
settlement of any litigation, if such settlement is effected with the written
consent of the Company), insofar as such loss, claim, damage, liability or
expense (or actions in respect thereof as contemplated below) arises out of or
is based: (i) upon any untrue statement or alleged untrue statement of a
material fact contained in the Preliminary Offering Memorandum or the Offering
Memorandum (or any amendment or supplement thereto), or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements
therein, in the light of the circumstances under which they were made, not
misleading; or (ii) in whole or in part upon any inaccuracy in the
representations and warranties of DigitalNet Holdings, the Company or the
Subsidiary Guarantor contained herein; or (iii) in whole or in part upon any
failure of DigitalNet Holdings, the Company or the Subsidiary Guarantor to
perform its obligations hereunder or under law; or (iv) any act or failure to
act or any alleged act or failure to act by any Initial Purchaser in connection
with, or relating in any manner to, the offering contemplated hereby, and which
is included as part of or referred to in any loss, claim, damage, liability or
action arising out of or based upon any matter covered by clause (i) above,
provided that none of DigitalNet Holdings, the Company or the Subsidiary
Guarantor shall be liable under this clause (iv) to the extent that a court of
competent jurisdiction shall have determined by a final judgment that such loss,
claim, damage, liability or action resulted directly from any such acts or
failures to act undertaken or omitted to be taken by such Initial Purchaser
through its gross negligence or willful misconduct; and to reimburse each
Initial Purchaser and each such controlling person for any and all reasonable
expenses (including the fees and disbursements of counsel chosen by Banc of
America Securities LLC) as such expenses are reasonably incurred by such Initial
Purchaser or such controlling person in connection with investigating,
defending, settling, compromising or paying any such loss, claim, damage,
liability, expense or action; provided, however, that the foregoing indemnity
agreement shall not apply to any loss, claim, damage, liability or expense to
the extent, but only to the extent, arising out of or based upon any untrue
statement or alleged untrue statement or omission or alleged omission made in
reliance upon and in conformity with written information furnished to the
Company by the Initial Purchasers expressly for use in any Preliminary Offering
Memorandum or the Offering Memorandum (or any amendment or supplement thereto).
The indemnity agreement set forth in this Section 8 shall be in addition to any
liabilities that DigitalNet Holdings, the Company or the Subsidiary Guarantor
may otherwise have.
(b) INDEMNIFICATION OF DIGITALNET HOLDINGS, THE COMPANY, THE SUBSIDIARY
GUARANTOR AND THEIR RESPECTIVE DIRECTORS AND OFFICERS. Each Initial Purchaser
agrees, severally and not jointly, to indemnify and hold harmless DigitalNet
Holdings, the Company, the Subsidiary Guarantor and each of their respective
directors and each person, if any, who controls DigitalNet Holdings, the Company
or such Subsidiary Guarantor within the meaning of the Securities Act or the
Exchange Act, against any loss, claim, damage, liability or expense, as
incurred, to which DigitalNet Holdings, the Company, such Subsidiary Guarantor
or any such director, or controlling person may become subject, under the
Securities Act, the Exchange Act, or other federal or state statutory law or
regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of such
Initial Purchaser), insofar as such loss, claim, damage, liability or expense
(or actions in respect thereof as contemplated below) arises out of or is based
upon any untrue or alleged untrue statement of a material fact contained in any
Preliminary Offering Memorandum or the Offering Memorandum (or any amendment or
supplement thereto), or arises out of or is based upon the omission or alleged
omission to state therein a material fact required to be stated therein or
necessary to make
<Page>
the statements therein not misleading, in each case to the extent, but only to
the extent, that such untrue statement or alleged untrue statement or omission
or alleged omission was made in any Preliminary Offering Memorandum or the
Offering Memorandum (or any amendment or supplement thereto), in reliance upon
and in conformity with written information furnished to the Company by the
Initial Purchasers expressly for use therein; and to reimburse DigitalNet
Holdings, the Company, such Subsidiary Guarantor or any such director or
controlling person for any legal and other expenses reasonably incurred by
DigitalNet Holdings, the Company, such Subsidiary Guarantor or any such director
or controlling person in connection with investigating, defending, settling,
compromising or paying any such loss, claim, damage, liability, expense or
action. DigitalNet Holdings, the Company and the Subsidiary Guarantor hereby
acknowledge that the only information that the Initial Purchasers have furnished
to the Company expressly for use in any Preliminary Offering Memorandum or the
Offering Memorandum (or any amendment or supplement thereto) are the statements
set forth as the eighth paragraph following the "Table of Contents" concerning
stabilization by the Initial Purchasers and in the third, fourth and fifth
paragraphs under the caption "Plan of Distribution" in the Offering Memorandum;
and the Initial Purchasers confirm that such statements are correct. The
indemnity agreement set forth in this Section 8 shall be in addition to any
liabilities that each Initial Purchaser may otherwise have.
(c) NOTIFICATIONS AND OTHER INDEMNIFICATION PROCEDURES. Promptly after
receipt by an indemnified party under this Section 8 of notice of the
commencement of any action, such indemnified party will, if a claim in respect
thereof is to be made against an indemnifying party under this Section 8, notify
the indemnifying party in writing of the commencement thereof, but the omission
so to notify the indemnifying party will not relieve it from any liability which
it may have to any indemnified party for contribution or otherwise than under
the indemnity agreement contained in this Section 8 or to the extent it is not
materially prejudiced through the forfeiture of substantial rights or defenses
as a proximate result of such failure. In case any such action is brought
against any indemnified party and such indemnified party seeks or intends to
seek indemnity from an indemnifying party, the indemnifying party will be
entitled to participate in and, to the extent that it shall elect, jointly with
all other indemnifying parties similarly notified, by written notice delivered
to the indemnified party promptly after receiving the aforesaid notice from such
indemnified party, to assume the defense thereof with counsel reasonably
satisfactory to such indemnified party; provided, however, if the defendants in
any such action include both the indemnified party and the indemnifying party
and the indemnified party shall have reasonably concluded that a conflict may
arise between the positions of the indemnifying party and the indemnified party
in conducting the defense of any such action or that there may be legal defenses
available to it and/or other indemnified parties which are different from or
additional to those available to the indemnifying party, the indemnified party
or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such action on behalf of
such indemnified party or parties. Upon receipt of notice from the indemnifying
party to such indemnified party of such indemnifying party's election so to
assume the defense of such action and approval by the indemnified party of
counsel, the indemnifying party will not be liable to such indemnified party
under this Section 8 for any legal or other expenses subsequently incurred by
such indemnified party in connection with the defense thereof unless (i) the
indemnified party shall have employed separate counsel in accordance with the
proviso to the next preceding sentence (it being understood, however, that the
indemnifying party shall not be liable for the expenses of more than one
separate counsel (together with local counsel), approved by the indemnifying
party
<Page>
(Banc of America Securities LLC in the case of Section 8 and Section 9),
representing the indemnified parties who are parties to such action) or (ii) the
indemnifying party shall not have employed counsel satisfactory to the
indemnified party to represent the indemnified party within a reasonable time
after notice of commencement of the action, in each of which cases the
reasonable fees and expenses of counsel shall be at the expense of the
indemnifying party.
(d) SETTLEMENTS. The indemnifying party under this Section 8 shall not be
liable for any settlement of any proceeding effected without its written
consent, but if settled with such consent or if there be a final judgment for
the plaintiff, the indemnifying party agrees to indemnify the indemnified party
against any loss, claim, damage, liability or expense by reason of such
settlement or judgment. Notwithstanding the foregoing sentence, if at any time
an indemnified party shall have requested an indemnifying party to reimburse the
indemnified party for fees and expenses of counsel as contemplated by Section 8
hereof, the indemnifying party agrees that it shall be liable for any settlement
of any proceeding effected without its written consent if (i) such settlement is
entered into more than 30 days after receipt by such indemnifying party of the
aforesaid request and (ii) such indemnifying party shall not have reimbursed the
indemnified party in accordance with such request prior to the date of such
settlement. No indemnifying party shall, without the prior written consent of
the indemnified party, effect any settlement, compromise or consent to the entry
of judgment in any pending or threatened action, suit or proceeding in respect
of which any indemnified party is or could have been a party and indemnity was
or could have been sought hereunder by such indemnified party, unless such
settlement, compromise or consent includes an unconditional release of such
indemnified party from all liability on claims that are the subject matter of
such action, suit or proceeding.
SECTION 9. CONTRIBUTION. If the indemnification provided for in Section 8
is for any reason held to be unavailable to or otherwise insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages,
liabilities or expenses referred to therein, then (i) each indemnifying party
shall contribute to the aggregate amount paid or payable by such indemnified
party, as incurred, as a result of any losses, claims, damages, liabilities or
expenses referred to therein in such proportion as is appropriate to reflect the
relative benefits received by DigitalNet Holdings, the Company and the
Subsidiary Guarantor, on the one hand, and the Initial Purchasers, on the other
hand, from the offering of the Securities pursuant to this Agreement or (ii) if
the allocation provided by clause (i) above is not permitted by applicable law,
in such proportion as is appropriate to reflect not only the relative benefits
referred to in clause (i) above but also the relative fault of DigitalNet
Holdings, the Company and the Subsidiary Guarantor, on the one hand, and the
Initial Purchasers, on the other hand, in connection with the statements or
omissions or inaccuracies in the representations and warranties herein which
resulted in such losses, claims, damages, liabilities or expenses, as well as
any other relevant equitable considerations. The relative benefits received by
DigitalNet Holdings, the Company and the Subsidiary Guarantor, on the one hand,
and the Initial Purchasers, on the other hand, in connection with the offering
of the Securities pursuant to this Agreement shall be deemed to be in the same
respective proportions as the total net proceeds from the offering of the
Securities pursuant to this Agreement (before deducting expenses) received by
the Company, and the total discount received by the Initial Purchasers bear to
the aggregate initial offering price of the Securities. The relative fault of
DigitalNet Holdings, the Company and the Subsidiary Guarantor, on the one hand,
and the Initial Purchasers, on the other hand, shall be determined by reference
to, among other things, whether any such untrue or alleged untrue statement of a
<Page>
material fact or omission or alleged omission to state a material fact or any
such inaccurate or alleged inaccurate representation or warranty relates to
information supplied by DigitalNet Holdings, the Company and the Subsidiary
Guarantor, on the one hand, or the Initial Purchasers, on the other hand, and
the parties' relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the losses, claims,
damages, liabilities and expenses referred to above shall be deemed to include,
subject to the limitations set forth in Section 8, any legal or other fees or
expenses reasonably incurred by such party in connection with investigating or
defending any action or claim. The provisions set forth in Section 8 with
respect to notice of commencement of any action shall apply if a claim for
contribution is to be made under this Section 9; provided, however, that no
additional notice shall be required with respect to any action for which notice
has been given under Section 8 for purposes of indemnification.
DigitalNet Holdings, the Company, the Subsidiary Guarantor and the Initial
Purchasers agree that it would not be just and equitable if contribution
pursuant to this Section 9 were determined by pro rata allocation (even if the
Initial Purchasers were treated as one entity for such purpose) or by any other
method of allocation which does not take account of the equitable considerations
referred to in this Section 9.
Notwithstanding the provisions of this Section 9, no Initial Purchaser
shall be required to contribute any amount in excess of the discount received by
such Initial Purchaser in connection with the Securities distributed by it. No
person guilty of fraudulent misrepresentation (within the meaning of Section 11
of the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation. The Initial Purchasers'
obligations to contribute pursuant to this Section 9 are several, and not joint,
in proportion to their respective commitments as set forth opposite their names
in Schedule A. For purposes of this Section 9, each director, officer and
employee of an Initial Purchaser and each person, if any, who controls an
Initial Purchaser within the meaning of the Securities Act and the Exchange Act
shall have the same rights to contribution as such Initial Purchaser, and each
director of DigitalNet Holdings, the Company, or the Subsidiary Guarantor, and
each person, if any, who controls DigitalNet Holdings, the Company, or such
Subsidiary Guarantor or such subsidiary with the meaning of the Securities Act
and the Exchange Act shall have the same rights to contribution as DigitalNet
Holdings, the Company, or such Subsidiary Guarantor.
SECTION 10. TERMINATION OF THIS AGREEMENT. Prior to the Closing Date, this
Agreement may be terminated by the Initial Purchasers by notice given to the
Company if at any time: (i) trading in securities generally on either the Nasdaq
Stock Market or the New York Stock Exchange shall have been suspended or
limited, or minimum or maximum prices shall have been generally established on
any of such stock exchanges by the Commission or the NASD; (ii) a general
banking moratorium shall have been declared by any of federal, New York,
Delaware or California authorities; (iii) there shall have occurred any outbreak
or escalation of national or international hostilities or any crisis or
calamity, or any change in the United States or international financial markets,
or any substantial change or development involving a prospective substantial
change in United States' or international political, financial or economic
conditions, as in the reasonable judgment of the Initial Purchasers is material
and adverse and makes it
<Page>
impracticable to market the Securities in the manner and on the terms described
in the Offering Memorandum or to enforce contracts for the sale of securities;
(iv) in the reasonable judgment of the Initial Purchasers there shall have
occurred any material adverse change, in the condition, financial or otherwise,
or in the earnings, business, operations or prospects, whether or not arising
from transactions in the ordinary course of business, of DigitalNet Holdings and
its subsidiaries, considered as one entity; or (v) DigitalNet Holdings, the
Company or the Subsidiary Guarantor shall have sustained a loss by strike, fire,
flood, earthquake, accident or other calamity of such character as in the
reasonable judgment of the Initial Purchasers may interfere materially with the
conduct of the business and operations of DigitalNet Holdings, the Company and
the Subsidiary Guarantor, taken as a whole, regardless of whether or not such
loss shall have been insured. Any termination pursuant to this Section 10 shall
be without liability on the part of (i) DigitalNet Holdings, the Company or the
Subsidiary Guarantor to any Initial Purchaser, except that DigitalNet Holdings,
the Company and the Subsidiary Guarantor shall be obligated to reimburse the
expenses of the Initial Purchasers pursuant to Sections 4 and 6 hereof, (ii) any
Initial Purchaser to DigitalNet Holdings, the Company and the Subsidiary
Guarantor, or (iii) any party hereto to any other party except that the
provisions of Section 8 and Section 9 shall at all times be effective and shall
survive such termination.
SECTION 11. REPRESENTATIONS AND INDEMNITIES TO SURVIVE DELIVERY. The
respective indemnities, agreements, representations, warranties and other
statements of DigitalNet Holdings, the Company and the Subsidiary Guarantor, of
their respective officers and of the several Initial Purchasers set forth in or
made pursuant to this Agreement will remain in full force and effect, regardless
of any investigation made by or on behalf of any Initial Purchaser or DigitalNet
Holdings, the Company, the Subsidiary Guarantor or any of its or their partners,
officers or directors or any controlling person, as the case may be, and will
survive delivery of and payment for the Securities sold hereunder and any
termination of this Agreement.
SECTION 12. NOTICES. All communications hereunder shall be in writing and
shall be mailed, hand delivered or telecopied and confirmed to the parties
hereto as follows:
If to the Initial Purchasers:
Banc of America Securities LLC
9 West 57th Street, 23rd Floor
New York, NY 10019
Facsimile: (212) 230-8654
Attention: High Yield Transaction Management
with a copy to:
Cravath, Swaine & Moore LLP
Worldwide Plaza
825 Eighth Avenue
New York, NY 10019
Facsimile: (212) 474-3700
Attention: Andrew J. Pitts, Esq.
<Page>
If to DigitalNet Holdings, the Company or the Subsidiary Guarantor:
DigitalNet Holdings, Inc.
2525 Network Place
Herndon, Virginia
Facsimile: (703) 563-7616
Attention: Jack Pearlstein
with a copy to:
Fried, Frank, Harris, Shriver & Jacobson
1001 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Facsimile: (202) 639-7008
Attention: Lawrence R. Bard, Esq.
Any party hereto may change the address for receipt of communications by
giving written notice to the others.
SECTION 13. SUCCESSORS. This Agreement will inure to the benefit of and be
binding upon the parties hereto, including any substitute Initial Purchasers
pursuant to Section 16 hereof, and to the benefit of the employees, officers and
directors and controlling persons referred to in Section 8 and Section 9, and in
each case their respective successors, and no other person will have any right
or obligation hereunder. The term "successors" shall not include any purchaser
of the Securities as such from any of the Initial Purchasers merely by reason of
such purchase.
SECTION 14. PARTIAL UNENFORCEABILITY. The invalidity or unenforceability of
any Section, paragraph or provision of this Agreement shall not affect the
validity or enforceability of any other Section, paragraph or provision hereof.
If any Section, paragraph or provision of this Agreement is for any reason
determined to be invalid or unenforceable, there shall be deemed to be made such
minor changes (and only such minor changes) as are necessary to make it valid
and enforceable.
SECTION 15. GOVERNING LAW PROVISIONS. THIS AGREEMENT SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK
APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED IN SUCH STATE.
(a) CONSENT TO JURISDICTION. Any legal suit, action or proceeding arising
out of or based upon this Agreement or the transactions contemplated hereby
("Related Proceedings") may be instituted in the federal courts of the United
States of America located in the City and County of New York or the courts of
the State of New York in each case located in the City and County of New York
(collectively, the "Specified Courts"), and each party irrevocably submits to
the non-exclusive jurisdiction (except for proceedings instituted in regard to
the enforcement of a judgment of any such court (a "Related Judgment"), as to
which such jurisdiction is non-exclusive) of such courts in any such suit,
action or proceeding. Service of any process, summons, notice or document by
mail to such party's address set forth above shall be effective
<Page>
service of process for any suit, action or other proceeding brought in any such
court. The parties irrevocably and unconditionally waive any objection to the
laying of venue of any suit, action or other proceeding in the Specified Courts
and irrevocably and unconditionally waive and agree not to plead or claim in any
such court that any such suit, action or other proceeding brought in any such
court has been brought in an inconvenient forum. Each party not located in the
United States irrevocably appoints CT Corporation System, as its agent to
receive service of process or other legal summons for purposes of any such suit,
action or proceeding that may be instituted in any state or federal court in the
City and County of New York.
SECTION 16. DEFAULT OF ONE OR MORE OF THE SEVERAL INITIAL PURCHASERS. If
any one or more of the several Initial Purchasers shall fail or refuse to
purchase Securities that it or they have agreed to purchase hereunder on the
Closing Date, and the aggregate number of Securities which such defaulting
Initial Purchaser or Initial Purchasers agreed but failed or refused to purchase
does not exceed 10% of the aggregate number of the Securities to be purchased on
such date, the other Initial Purchasers shall be obligated, severally, in the
proportions that the number of Securities set forth opposite their respective
names on Schedule A bears to the aggregate number of Securities set forth
opposite the names of all such non-defaulting Initial Purchasers, or in such
other proportions as may be specified by the Initial Purchasers with the consent
of the non-defaulting Initial Purchasers, to purchase the Securities which such
defaulting Initial Purchaser or Initial Purchasers agreed but failed or refused
to purchase on such date. If any one or more of the Initial Purchasers shall
fail or refuse to purchase Securities and the aggregate number of Securities
with respect to which such default occurs exceeds 10% of the aggregate number of
Securities to be purchased on the Closing Date, and arrangements satisfactory to
the Initial Purchasers and the Company for the purchase of such Securities are
not made within 48 hours after such default, this Agreement shall terminate
without liability of any party to any other party except that the provisions of
Section 4, Section 6, Section 8 and Section 9 shall at all times be effective
and shall survive such termination. In any such case either the Initial
Purchasers or the Company shall have the right to postpone the Closing Date, as
the case may be, but in no event for longer than seven days in order that the
required changes, if any, to the Offering Memorandum or any other documents or
arrangements may be effected.
As used in this Agreement, the term "Initial Purchaser" shall be deemed to
include any person substituted for a defaulting Initial Purchaser under this
Section 16. Any action taken under this Section 16 shall not relieve any
defaulting Initial Purchaser from liability in respect of any default of such
Initial Purchaser under this Agreement.
SECTION 17. GENERAL PROVISIONS. This Agreement constitutes the entire
agreement of the parties to this Agreement and supersedes all prior written or
oral and all contemporaneous oral agreements, understandings and negotiations
with respect to the subject matter hereof. This Agreement may be executed in two
or more counterparts, each one of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same instrument.
This Agreement may not be amended or modified unless in writing by all of the
parties hereto, and no condition herein (express or implied) may be waived
unless waived in writing by each party whom the condition is meant to benefit.
The section headings herein are for the convenience of the parties only and
shall not affect the construction or interpretation of this Agreement.
<Page>
If the foregoing is in accordance with your understanding of our agreement,
kindly sign and return to the Company the enclosed copies hereof, whereupon this
instrument, along with all counterparts hereof, shall become a binding agreement
in accordance with its terms.
Very truly yours,
DIGITALNET, INC.
By: /s/ Ken S. Bajaj
---------------------------------------------
Name: Ken S. Bajaj
Title: President and Chief Executive Officer
DIGITALNET HOLDINGS, INC.
By: /s/ Ken S. Bajaj
---------------------------------------------
Name: Ken S. Bajaj
Title: President and Chief Executive Officer
DIGITALNET GOVERNMENT SOLUTIONS, LLC
By: /s/ Ken S. Bajaj
---------------------------------------------
Name: Ken S. Bajaj
Title: Chief Executive Officer
The foregoing Purchase Agreement is hereby confirmed and accepted by the
Initial Purchasers as of the date first above written.
BANC OF AMERICA SECURITIES LLC
JEFFERIES/QUARTERDECK, LLC
JEFFERIES & COMPANY, INC.
By: Banc of America Securities LLC
By: /s/ Douglas W. McCurdy
--------------------------------
Name: Douglas W. McCurdy
Title: Vice President